Item 8.01 Other Events
On
In connection with the announcement of the Merger Agreement, CenterState and South State intend to provide supplemental information regarding the proposed transaction in presentations to analysts and investors. The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits (d) Exhibits: Exhibit Joint Press Release, datedJanuary 27, 2020 99.1 Exhibit Investor Presentation, datedJanuary 27, 2020 99.2 Exhibit Cover Page Interactive Data File (embedded within the Inline 104 XBRL document)
Forward Looking Statements
Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed merger of South State and CenterState, including future financial and operating results (including the anticipated impact of the transaction on South State's and CenterState's respective earnings and tangible book value), statements related to the expected timing of the completion of the merger, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as "may," "will," "should," "scheduled," "plans," "intends," "anticipates," "expects," "believes," "estimates," "potential," or "continue" or negatives of such terms or other comparable terminology.
All forward-looking statements are subject to risks, uncertainties and other
factors that may cause the actual results, performance or achievements of South
State or CenterState to differ materially from any results expressed or implied
by such forward-looking statements. Such factors include, among others, (1) the
risk that the cost savings and any revenue synergies from the merger may not be
fully realized or may take longer than anticipated to be realized, (2)
disruption to the parties' businesses as a result of the announcement and
pendency of the merger, (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement,
(4) the risk that the integration of each party's operations will be materially
delayed or will be more costly or difficult than expected or that the parties
are otherwise unable to successfully integrate each party's businesses into the
other's businesses, (5) the failure to obtain the necessary approvals by the
shareholders of South State or CenterState, (6) the amount of the costs, fees,
expenses and charges related to the merger, (7) the ability by each of South
State and CenterState to obtain required governmental approvals of the merger
(and the risk that such approvals may result in the imposition of conditions
that could adversely affect the combined company or the expected benefits of the
transaction), (8) reputational risk and the reaction of each company's
customers, suppliers, employees or other business partners to the merger, (9)
the failure of the closing conditions in the merger agreement to be satisfied,
or any unexpected delay in closing the merger, (10) the possibility that the
merger may be more expensive to complete than anticipated, including as a result
of unexpected factors or events, (11) the dilution caused by South State's
issuance of additional shares of its common stock in the merger, (12) general
competitive, economic, political and market conditions, and (13) other factors
that may affect future results of CenterState and South State including changes
in asset quality and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; inflation; customer
borrowing, repayment, investment and deposit practices; the impact, extent and
timing of technological changes; capital management activities; and other
actions of the
Important Information About the Merger and Where to Find It
South State intends to file a registration statement on Form S-4 with the
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statement of South State and CenterState that also constitutes a prospectus of
South State. The definitive joint proxy statement/prospectus will be sent to the
shareholders of each of South State and CenterState in connection with the
proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME
AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY
STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
REGARDING THE PROPOSED MERGER AND RELATED MATTERS. Investors and security
holders may obtain free copies of these documents and other documents filed with
the
South State Corporation
(800) 277-2175 (863) 293-4710
Before making any voting or investment decision, investors and security holders of South State and CenterState are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto, because they will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.
Participants in Solicitation
South State, CenterState and certain of their directors and executive officers
may be deemed participants in the solicitation of proxies from the shareholders
of each of South State and CenterState in connection with the
merger. Information regarding the directors and executive officers of South
State and CenterState and other persons who may be deemed participants in the
solicitation of the shareholders of South State or of CenterState in connection
with the merger will be included in the joint proxy statement/prospectus related
to the proposed merger, which will be filed by South State with the
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